EPIC Acquisition : Halfjaarlijkse financiële verslaggeving

EPIC Acquisition Corp

Unaudited Interim Financial Statements

For the six months ended 31 March 2023

EPIC Acquisition Corp

For the six months ended 31 March 2023

Table of Contents

	Page
Directors' Report	2
Company Information	4
Statement of Financial Position	5
Statement of Comprehensive Income	6
Statement of Changes in Equity	7
Statement of Cash Flows	8
Notes to the Financial Statements	9 - 38

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EPIC Acquisition Corp

Directors' Report

For the six months ended 31 March 2023

EPIC Acquisition Corp (the "Company") is a special purpose acquisition company which is seeking to identify, acquire and develop an innovative company operating in the consumer sector in the European Economic Area or the United Kingdom which has the potential for significant growth in Asian markets.

Overview

EPIC Acquisition Corp was admitted to listing and trading on Euronext Amsterdam on 6 December 2021, raising €154,116,130 in its initial offering (the "Offering", or the "IPO") 15,411,613 units (the "Units") at €10.00 per Unit, consisting of one Class A Redeemable Ordinary Share and one half (1/2) of a warrant (a "Public Warrant"). These proceeds were placed in an escrow account held with ABN AMRO Bank in Amsterdam (the "Escrow Account") as outlined in the Prospectus published by the Company on 3 December 2021 (available on the Company's website www.epicacquisitioncorp.com).

In conjunction with the Offering, the Company's sponsor, EAC Sponsor Limited (the "Sponsor") subscribed for 3,750,000 Class B Ordinary Shares and 3,814,289 warrants (the "Founder Warrants") in a private placement, raising €5,721,434.

Since the completion of its Offering, the Company's management has been focused on identifying a potential target for a business combination within the meaning of the Prospectus (a "Business Combination"), and this process is ongoing. The Company had until 25 April 2023 to complete a Business Combination (the "Initial Business Combination Deadline"), subject to the first extension Period and the subsequent extensions (the "Extension Periods"), in each case, if approved by an ordinary resolution of the holders of Class A Redeemable Ordinary Shares and Class B Ordinary Shares.

On 30 March 2023, the Company published a shareholder circular (the "Circular") and notice of an extraordinary general meeting of the Company's shareholders (the "Extension EGM"). The Circular set out proposals for a new extension and redemption structure, whereby the Company will have a maximum of nine months from the Initial Business Combination Deadline to complete a Business Combination. The new extension and redemption structure was approved by shareholders at the Extension EGM.

The new extension structure provides for (i) an initial three-month extension period from the Initial Business Combination Deadline to 25 July 2023 (the "First Extension"), and thereafter (ii) the board of directors of the Company (the "Board") will have the right to extend the Business Combination Deadline up to six times by an additional month each time (each such extension a "Subsequent Extension", and, together with the First Extension, the "Extensions") to 25 January 2024. The Company will make available €0.03 in relation to each Public Share (in aggregate, the "Public Shares", being the Class A Redeemable Ordinary Shares in the capital of the Company excluding the Class A Redeemable Ordinary Shares issued to the Sponsor and its affiliates at the time of the IPO, ESO Alternative Investments LP and a fund of TT Bond Partners (together the "Sponsor Affiliates")) which remains outstanding after the Pre-Extension Share Redemption (as defined below) (each a "Remaining Public Share"). In connection with each Subsequent Extension, the Sponsor has undertaken to pay into the Escrow Account an amount equal to €0.01 in relation to each Remaining Public Share. The Company will apply the Unused Overfunding Amount (as defined below) to offset the Sponsor's payment obligations in connection with the Extensions.

In connection with the new extension structure, holders of Public Shares were permitted to redeem their Public Shares (each such redemption being a "Pre-Extension Share Redemption") between 30 March 2023 and 19 April 2023 (the "Pre- Extension Redemption Period"), for the gross redemption price equal to €10.225 per Public Share plus any interest accrued on the purchase price less any release fees or other charges payable in connection with the Escrow Account. This amount was €10.32 per Public Share.

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EPIC Acquisition Corp

Directors' Report

For the six months ended 31 March 2023

Overview (continued)

A total of 13,179,835 Public Shares were tendered for redemption during the Pre-Extension Redemption Period. A redemption price of €10.32 was paid in respect of each of these Public Shares following the lapse of the Board NonExtension Decision on 24 April 2023, resulting in a total redemption payment of €136,015,897. Subsequent to the Pre- Extension Share Redemption, the Company has 2,231,778 Class A Redeemable Shares in issue, of which 502,124 are Public Shares and 1,729,654 are Class A Redeemable Ordinary Shares held by the Sponsor and the Sponsor Affiliates.

In the event of a future redemption of their Public Shares, shareholders who did not participate in the Pre-Extension Share Redemption (the "Non-Redeeming Shareholders") shall be entitled to the amount paid to redeeming shareholders on the date of the Initial Business Combination Deadline (being €10.32 per Public Share) plus any extension payments (as outlined above) plus any additional interest accrued on the purchase price of each Class A Redeemable Ordinary Share, less any release fees or other charges payable in connection with the Escrow Account.

In addition, shareholders approved at the Extension EGM amendments to the Company's articles of association (the "Articles of Association") to confirm the treatment of positive interest in relation to funds in the Escrow Account. These amendments allow for any interest accrued on the proceeds of Class A Redeemable Ordinary Shares issued to the Sponsor Affiliates at the time of the IPO, any interest accrued on the overfunding amounts contributed by the Sponsor, and any unused negative interest overfunding contributed by the Sponsor (the "Unused Overfunding Amount") to be retained by the Company such that they may be applied to the costs and expenses of the Company, including in relation to a Business Combination. Interest accrued on Public Shares shall remain attributable in full to such Public Shares.

See note 16 and the Circular (available on the Company's website at www.epicacquisitioncorp.com/investorrelations) for more information.

Escrow Account

The proceeds of the Company's Offering, €154,116,130, were placed in the Escrow Account . These funds are available to the Company for the facilitation of a Business Combination, less any redemptions as described in the Prospectus and the Circular. The total balance in the Escrow Account as at 31 March 2023 was €154,363,783 (30 September 2022: €153,337,831).

As noted above, following the approval by shareholders at the Extension EGM of the new extension and redemption structure, the Pre-Extension Share Redemption and the lapse of the Board Non-Extension Decision, the balance in the Escrow Account was reduced by the redemption payment of €136,015,897. Subsequent to the redemption payment, the cash amount held in the Escrow Account was €18,668,152 (as at 26 April 2023).

Costs

The proceeds of the issuance of Class B Ordinary Shares and Founder Warrants (€5,721,434 in aggregate) were used to cover the costs of the Offering and are available to finance the ongoing operating costs of the Company. Total ongoing operating costs in the period from inception until 31 March 2023 amount to €1,023,547 (30 September 2022: €784,258).

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EPIC Acquisition Corp

Company Information

For the six months ended 31 March 2023

Directors	James Henderson
	Jan Zijderveld
	Nisha Kumar
	Stephan Borchert
	Teresa Teague
Company Registered Office Address	Walkers Corporate Limited
	190 Elgin Avenue, George Town
	Grand Cayman KY1-9008
Auditors	KPMG
	SIX Cricket Square, 282 Shedden Road
	George Town, Cayman Islands
Accountants	EPIC Fund Services (Guernsey) Limited
	Suites 7 & 8 Fourth Floor, Windsor House Le Pollet
	St Peter Port GY1 1WF
	Guernsey
Listing and paying agent	ABN AMRO Bank N.V.
	Gustav Mahlerlaan 10
	1082 PP Amsterdam, Netherlands
Legal Entity Identifier	549300W1RYJKNDFQT504

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